GI Joe: The Rise of the Baroness
by fan.writer.in.disguise
Summary: Her so-called beloved had promised to keep her brother safe, yet returned with an empty coffin and an icy heart. He had ripped out her heart and destroyed it, and she would do anything to get revenge. AU, with Destro/Baroness romance inevitable
1. Prelude

I know, I know, I already have a lot of my plate, so why am I starting this? Well, to be fair, I started this a long time ago. It's only recently I decided to play with it some more. That, and I am proof that adult ADHD does indeed exist. For the readers of my other stories: I swear I'm working on them! The muses aren't forthcoming at the moment.

Usually, I give a lecture about where this story comes from. This time, I think I'll just let it explain for itself. As stated in the summary, this is AU, but it will more-or-less follow the plotline of the movie, just from Ana's perspective. And before then, we get to learn how she went from Ana Lewis to the Baroness Ana DeCobray.

Disclaimer: I don't own GI Joe. Obviously, if I did, this wouldn't be fan fiction. Also, don't try the phone number. It's made up.

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><p><strong>G.I. Joe: Rise of the Baroness<strong>

**Prelude**

Ana Lewis clutched the folded American Flag to her chest, her tears mixing with the cold rain as she stared down at the empty coffin. Her brother, all that was left of her family, was gone; yet she couldn't even morn over his dead body. All she had was a flag and an empty box. It tore at her that she couldn't see her brother's face one last time, even if it was covered in wounds. Maybe if she could've seen him, there wouldn't be such a gaping wound in her heart. Maybe there could have been some kind of closure.

The familiar sound of a motorcycle echoed through the cemetery, making her look up from the casket. For a moment, she was relieved to see Duke, unharmed from what she could see. She had been so worried when he didn't answer calls, her emails, nor had he came to Rex's Funeral. Until now. A small smile managed to cross her lips- knowing him he probably forgot until the last moment. But he was here, and that made everything a little bit better.

But then he looked away, and instead of parking his bike he revved the engine loudly before driving away. Ana's heart, already broken from her brother's death, shattered into a million more pieces. She felt her knees begin to weaken as she watched the bike expertly make its way through the winding roads. No. This wasn't possible. First her brother, and now her fiancée? What else was going to be stolen from her?

What else had she to lose?

"Are you alright?" Someone asked with a thick Scottish accent when a pair of hands lightly gripped her shoulders from behind.

"Not at all," she answered quietly, but pulled away from the man before she turned to face him. He was one of the few people who she did not recognize, which was strange considering she had believed she had met everyone her brother had worked with. He was older, dressed in civilian clothes and not the dress uniforms almost everyone else wore.

He gave a small, sympathetic look. "It's hard to lose the last member of your family," he agreed grimly. "Especially as close as the two of you seemed to be."

Even though she was hardly in the mood for the small talk, Ana nodded her head. "So… you worked with my brother. Civilian contractor?"

His lips twisted in a smirk-like smile. "Something like that. James McCullen," he offered his hand, "CEO of M.A.R.S Industries. Your brother and I met shortly before he died; he made enough of an impression I had to attend his funeral. I hope you don't mind."

Ana shook her head, "No…" It actually made her feel a little better to know that she wasn't the only who recognized her brother's brilliance. However, the talk of her brother in the past tense made the tears start anew. She excused herself quietly as she carefully dabbed at her eyes with her handkerchief, not that it was much use. The rain had already ruined her makeup, and had assisted her tears in soaking the once-pristine kerchief until it was near useless.

To her surprise, once she had managed to hold back the tears and look up, James was still there. He held out a plain white business card to her, which she numbly accepted. "If you need any help, Miss Lewis, don't be afraid to call."

Without another word, he strode away purposefully towards a waiting black car. More than slightly confused, she watched the car take the same path as Duke had (a sob got caught in her throat for a moment at the thought of him) before she looked down at the card.

_**M**ilitary **A**rmaments **R**esearch **S**yndicate_

_**(M.A.R.S)**_

_James McCullen, C.E.O_

_44 (0131) 124 9081_

On the back, however, was the note_, 'If you need any kind of help, feel free to call.'_ Truth be told, something about the note bothered Ana, as well as the man himself. Yes, her brother was, had been, a brilliant person, but to make such an impact after one (or so she assumed) meeting? The only kind of strong impact her brother usually left after one meeting was an uneasy one. Her brother had been an 'egghead', and sometimes let his love of science over rule any common sense, courtesy, and it had even once threaten to overrule his morality. It had always been her to anchor him, reminding him of good and evil instead of the grey morality he seemed to be seeped in.

Her mind was taken away from her disturbed thoughts as the soldiers she did know, some who were as much her friends as they had been Rex's, came to voice their own condolences, and offering help to the young woman. Unlike Duke, Ripcord was there and pulled the thin blonde into a strong hug before draping an arm around her shoulder where it stayed for the remainder of the service.

The business card went into her small purse, tucked carelessly between a stick of lipstick and a compact, where it would lay forgotten for months.

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><p>Six months after the funeral, Ana Lewis's life had slowly started to unravel. The dark hands of depression had a firm grip on her, on the verge of being life threatening. Without her lovable but dopy brother to take care of, or her strong, funny boyfriend to cheer her up, Ana had little to do in her free time. Her close friends tried hard to get her to go out with them, be it a night on the town, or just a night in, anything to stop her from retreating into isolation, but nothing seemed to work. All Ana seemed to do was sleep, work, and throw herself in the self-defense course her brother had begged her to take before his death.<p>

It wasn't just her social life that was suffering. Her job as a personal assistant was in jeopardy. Her boss had tried to be sympathetic, especially since Ana had been the best assistant Mrs. Destine had in her 30+ years. But when the young woman continued space out during work, continued to come in late, and had forgotten to jot down important information after phone calls on many occasions, Mrs. Destine's patience and understanding was wearing thin.

Ana knew her job was on the rocks, but she struggled to even care. What use was it? What use was anything? Her brother had been her life, and the only person able to fill that void had left her without a goodbye. Call after call, not just from here but her other friends. Ripcord tried to brush it off by saying Duke just needed time. That was okay for a few days. Even a week. But as one month blurred into two, and then three, it became obvious that wasn't the deal. Her anger at her once-fiancé got transferred onto Ripcord as she figuratively ripped him a new one before ignoring him and the other soldiers the same way Duke was ignoring her.

"Miss Lewis!" Ana snapped out of her dark thoughts and looked up to her employer; the redhead had her lips pressed together tight, and her grey eyes were anything but sympathetic at the moment. "If you cannot even answer my phone calls, I will have to let you go!"

The threat was meant to scare the woman, but Ana glanced down at her desk, at the picture she had been staring at earlier. Taken by Rip, the picture had her squeezed between Rex and Duke, a happy smile on all of their faces. "Let me gather my things."

"W-What?" Mrs. Destine fumbled, staring incredulously as Ana began putting her personal items in her large purse. "Ana, I'm not firing you! It was just a warning! Even in your state, you're one of the best employees I have!"

Ana shook her head, "Then I quit. I can't do this anymore, I'm sorry." She stood up, a little disturbed by the void of emotions. She was just… numb. "Thank you, Mrs. Destine." Without another word Ana took her heavy purse and left, the tap of her heels echoing through the silence of the lobby as everyone watched her leave.

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><p>Later that night, Ana went through the motions of finding places for the things she had brought home from the office. Thankfully, her small loft apartment was rather empty, leaving plenty of spaces for the knickknacks. However, she was surprised to find at the bottom of her purse the plain business card. She twirled the card between her manicured fingernails as she remembered the Scottish man. With the heartache, most of that day was a blur of sadness and grief, yet the man still stood out in her mind strangely.<p>

James McCullen. She didn't know how the CEO of MARS could help her, but she found herself reluctant to toss the card. Instead, she placed it next to the picture of the two men she had loved the most – in separate ways of course. She shot a watery smile at the picture before deciding that the idea of a hot bath was just what she needed. In the morning she would regret her decision of quitting, but at the moment she wasn't even going to dwell on it.


	2. Chapter One

Completely _not_ dead, I swear. I am very thankful for my reviews for my tiny prelude, and hope this will meet your expectations. Obviously this is where things drift away how the movie portrayed Ana, but hopefully I still managed to keep everyone in character. And, since truthfully the only G.I. Joe I've seen in the movie, I've been browsing the wiki to pull more elements from the other continuities into the story. So any tips or constructive criticism would be helpful. And if anyone is eloquent in grammar, stylization, and knowledgeable in the fandom, and would mind Betaing my chapters, I would love to hear from you!

**Chapter One**

"Miss Lewis," Ana looked up and attempted a polite smile despite the nervous butterflies fluttering in her stomach. She quickly stood and offered her hand to the older businessman, mildly surprised by the strength and warmth in his grip. She couldn't understand why she was doing this. Sure enough, the day after quitting her job with Mrs. Destine, Ana regretted her decision. However, despite the knowledge that she would be quickly forgiven of her fit, a combination of pride and memories prevented her from returning. 

So, she had went job hunting, and on a whim she had sent in an application online to MARS. Which, really, was quite silly. MARS was based in Scotland, and didn't have a branch office in the United States. Yet to her surprise, not two days passed before her phone rang. She probably should be suspicious that she had been given First Class round trip tickets for free, free accommodations at the one of the grandest hotels in Glasgow, and free use of one of MARS' company cars. However, the more she thought about it, moving to Scotland could be extremely beneficial. There was nothing here to remind her of Rex or Duke.

She could have a fresh start. 

"Thank you, Mr. McCullen, for reviewing my application," she said as she followed him into his office. Like the rest of the building it was extravagantly decorated, proof how well the company had done over the decades. Wide windows across one wall showed the cityscape of the Scottish city. 

"It's the least I can do, Miss Lewis." There was a strange smile on his face as he took a seat behind his desk. "Though, when I made my offer, employment didn't cross my mind. But, reviewing your resume and talking with your last employer, I can say that I regret not offering you a job in the first place." 

Ana felt her face flush slightly, but the compliment made her feel more at ease. "A few months ago, I probably wouldn't have accepted." 

McCullen's smile widened as he leaned forward. "Well Miss Lewis, I hope you accept now. Still, we should go through the routine. Please, tell me a bit about yourself." 

Ana sat a little straighter, "Well, I've been a very dedicated and hard worker since I was a child. Our parents installed a very strong work ethic in both Rex and I…" She was silenced as McCullen raised one of his hands. 

"No offence, Miss Lewis, but I have read your resume," he stated lightly, and she was both curious and wary of the look in his eyes. "I don't want a reiteration; I want to know the woman behind those florid words." His words stunned her for a while, and she hesitated before opening her mouth and letting who she had been spill out. Tales of her adventures with Rex when they were younger, growing up under wealthy parents but learning early that hard work was the only way she would get what she wanted. Even as she delved into her years of traveling around the world to be with her brother, developing the talent to adapt and thrive at whatever she attempted, not once did the faintest hint of boredom flicker across his face. He smiled when appropriate, nodded his head sympathetically at times, and seemed all but enthralled by her life's story. 

Strangely, it made her feel more at ease. It was a catharsis when it came to the last year; the joy of her long time boyfriend proposing to her, how easily Duke and Ripcord had melded into the family that had been merely her and Rex for years. Then the sudden loss of everything she had. Tissues had been procedure from somewhere when she couldn't hold back the tears. 

Later she would blame the relief of letting everything out, but when she finally dried her eyes, and found McCullen watching her with intense blue eyes so alike yet so different from Duke's, she felt her heart stir for the first time in months. 

Her face blushed as she realized her errant thought, and forced her gaze away from his. The pink blush deepened when she glanced at the clock, and saw how much time had passed. "I'm sorry for taking so much of your time, Mr. McCullen. Thank you for this opportunity…." 

McCullen rose quickly after she did, "There's nothing to be sorry for, Miss Lewis. This interview was a pleasure." His handshake was warm and firm when she took his proffered hand, and she found herself returning his suave smile without thinking. 

The smile on McCullen's lips died when the door opened with a single knock; in its place formed a frown as he dropped her hand and focused on the new comer. "Doctor…" his tone seemed to be more a warning than anything else. When Ana turned out of curiosity, she didn't succeed in stifling the small gasp. The man was dressed in a suit much like McCullen, with floppy black hair that stood a stark contrast on too pale skin. What stood out was the strange device over the lower part of his face and down his neck that reminded her strongly of Darth Vader's from her brother's favorite movie. 

"We had a meeting scheduled for twenty minutes ago," the doctor's voice was distorted by the apparatus, but he sounded annoyed, which matched his expression when he glanced at her briefly, only to do a double take a second later. The second glance lasted much longer as he examined her with a strange look in his eyes. "And who is this?" he asked as he finally turned his attention back to McCullen. 

McCullen touched the small of her back briefly, but rethought the action and placed the hand on her shoulder instead. "This is Miss Lewis, a very promising candidate for my new personal assistant." He gave a slight squeeze to her shoulder before continuing, "Miss Lewis, this is Doctor Cobra, the head scientist for MARS Industry. You will be seeing him quite often if you accept the position." 

Ana gathered her confidence, stepped forward with her best polite smile on her face, and offered her hand to the doctor. "It's a pleasure to meet you Doctor Cobra." The doctor hesitated before nodding his head and briefly accepting her hand. 

"Likewise. Now if you excuse us, I have rather pressing information to discuss with McCullen." 

"I'll be in touch, Miss Lewis," McCullen acknowledged when she glanced back towards him. He was no longer looking at her, but his blue eyes were cold as he all but glared at the doctor. She quickly decided to excuse herself, and left the two men in the tense atmosphere of the office. 

"Why is Anastasia here?" The doctor finally asked, his barely tethered anger evident as he glared back at McCullen. 

McCullen allowed a small smirk on his lips, "Obviously for a job interview; which you interrupted." 

"When I asked for you to keep an eye on her, _this_ is not what I meant," the doctor growled as McCullen returned to his seat. "Why is she even in Scotland for an interview? She had plans back in the States. Friends. A _fiancé."_ It had been the whole reason he had kept out of her life, let her have her love and her fun, and when the revolution came he would hide her in a safe place until it was all over. 

"Apparently they died with her _brother_," he hinted, glad to make the almost unshakable doctor hesitate for a moment. "Now, you didn't come here to discuss your sister, did you?" 

The doctor was silent, still obviously angry, but eventually bit out a sharp, "No." He strode purposefully across the lush office towards the computer. "The arctic base is nearly complete, but there are something I need before we can start operations there." 

…... 

Ana sat curled up on a plush chair set on the balcony of her hotel, a glass of sweet red wine in hand while she looked out over Glasgow. It really was a beautiful city; both completely different and yet very similar to any large city back in the States. She could easily see herself making a new start here. A simple apartment filled with nothing that would remind her of her brother or Duke. Eating in places that held no fond memories. Coworkers and friends that didn't have that look of pity in their eyes every time they looked at her. Who didn't treat her as if she could break down any moment. 

A place where she wouldn't be overcome with grief to warrant their pity. 

Her phone buzzed on the armrest, bringing her out of her thoughts. She set the glass of wine down before picking up the phone. Her heart jumped when she saw Ripcord's face smiling up at her. She almost ignored the call, but after several moments of hesitation accepted it. "Yes?" she answered, slightly surprised by the slight snip in her voice. 

"Where the hell are you?!" Ripcord all exploded, "You quit your job. I get that, girl, I do. You're way too damn smart for a secretary! But why the hell did your neighbor tell me you've gone for a vacation in _Scotland?!_" 

"Because, I don't know, maybe I _am_ in Scotland?" She used to love Ripcord-not in the way she loved Duke, of course- but as an older, extremely ADHD brother. And while Duke has all but alienated her, Ripcord had been there for her. A shoulder to cry on, never once trying to defend his brother in arms when her depressive mode shifted into anger, and always at her door with some home-style comfort food. Straight from his momma's kitchen, of course. 

But right now, he was a link to the past she was trying to run from. 

"But, why _Scotland?" _ he implored, his confusion evident. "I mean, what do they have that would be so... fascinating? And why the hell didn't you tell anyone?!" 

Ana took a deep breath, steeling herself for what she was going to say. She was going to need to burn all the bridges if she wanted to be free. She had just hoped she could have done it silently with no fight. "I'm here for a job interview if you must know." 

"Job interview?!" That was clearly the last thing on his mind. "What? In Scotland! Why...why are you... In Scotland?!" 

"Rip, I can't... I need a fresh start. Away from anything, away from _everything._" 

There was a moment of silence before Ripcord let out a long sigh. "You're serious, aren't you?" he asked, no longer wound up but sounding resigned. "But... Duke has to come around sooner or later. You were his whole world, you know that?" 

Ana's free hand dug into the plush armrest as she squeezed her eyes shut, willing the tears to not fall. "It doesn't matter anymore," she whispered when she felt confident her voice wouldn't crack. "I'm tired of waiting for him. It..." she took a breath as her voice hitched, swallowing the emotion as best she could. "It was my brother that died. I never blamed Duke, not once for Rex's death. But him leaving? For abandoning me at the funeral? For never returning my calls? I can't forgive him for that. I _won't_ ever forgive him for abandoning me when I needed him the most." 

Without another word, she ended the call with a simple press of a button and dropped it face-down onto the armrest. She ignored the lighthearted ringtone as it buzzed pleadingly, and focused on the sweet red wine in her glass as she drunk deeply. She would no longer be the depressed and distraught Ana Lewis, hoping for her fiancé to return to her arms, mourning the loss of her brother every time she thought of him. 

No, she would be the strong, independent woman she had always dreamed of being.


End file.
